DEF 14A of Blue Bird Corp, Jan 26, 2026

DEF 14A of Blue Bird Corp

Filed Jan 26, 2026 · FY20250001140361-26-002269

Open on EDGAR

  1. BLUE BIRD CORPORATION PROXY STATEMENT

    | Outstanding Equity Awards at 2025 Fiscal Year-End Table | 54 | | Option Exercises and Stock Vested Table | 54 | | CEO Pay Ratio | 55 | | Pay Versus Performance Disclosure | 56 | | Relationship Between Pay and Performance | 58 | | List of Important Financial Performance Measures | 59 | | Compensation Committee Interlocks and Insider Participation | 59 | | Compensation Committee Report | 59 | | CERTAIN ACCOUNTING AND AUDIT MATTERS | 60 | | Report of the Audit Committee | 60 | | Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm | 60 | | Independent Registered Public Accounting Firm Fees | 61 | | TRANSFER AGENT AND REGISTRAR | 62 | | DELIVERY OF DOCUMENTS TO STOCKHOLDERS | 62 | | FUTURE STOCKHOLDER PROPOSALS | 62 | | WHERE YOU CAN FIND ADDITIONAL INFORMATION | 63 | | OTHER MATTERS | 64 | | Admission to Meeting | 64 | | Action on Other Matters at the Annual Meeting | 64 | | APPENDIX A | A-1 | | BLUE BIRD CORPORATION AMENDED AND RESTATED | A-1 | | 2015 OMNIBUS EQUITY INCENTIVE PLAN | A-1 |

  2. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS The Company’s Board is presently comprised of eight (8) members and is classified into three separate classes of directors. One class of directors is normally elected at each annual meeting of stockholders for a term of three (3) years. At the 2026 Annual Meeting, Stockholders will elect two (2) members to the Board, each of whom will serve as a Class III director, to hold office until the 2029 Annual Meeting of Stockholders. The Board has nominated Douglas Grimm and Dan Thau for election as Class III directors for terms of office of three (3) years, and until their successors are elected and qualified. Mr. Philip Horlock, formerly a Class III director, submitted his resignation and retirement from the Board effective December 24, 2025. At this time the Board has determined to leave vacant the third seat of the Class III Directors.

  3. Rationale

    | • | Limit on non-employee director compensation. Under the Company’s current compensation program for our Board of Directors, the aggregate value of all cash and equity-based compensation paid or granted by us to any individual for service as a non-employee director at-large with respect to any fiscal year of the Company is equal to $225,000. |

  4. Directors and Executive Officers

    Directors and Executive Officers Our current directors, nominees for director and executive officers are set forth below.

  5. Directors and Executive Officers

    | Name | Age* | Position | | John F. Wyskiel | 61 | President and Chief Executive Officer (“CEO”); Director | | Razvan Radulescu | 51 | Chief Financial Officer (“CFO”) | | Jeff Sanfrey | 53 | Chief Operating Officer | | Ted Scartz | 55 | Senior Vice President and General Counsel; Secretary | | Mark Blaufuss | 58 | Director | | Julie A. Fream | 62 | Director | | Douglas Grimm | 63 | Director, Chairman | | Edward T. Hightower | 60 | Director | | Simon J. Newman | 63 | Director | | Kevin Penn | 64 | Director | | Dan Thau | 35 | Director |

  6. Directors and Executive Officers

    | * As of January 15, 2026. |

  7. Directors and Executive Officers

    Class I Directors Edward T. Hightower has been a Class I director of the Company since October 23, 2024. Mr. Hightower is the founder and managing director of Motoring Ventures LLC, an investment, growth, strategy, and operations consulting firm focused on driving value in the global automotive industry, since 2011. Mr. Hightower previously served as CEO and President of Lordstown Motors Corp., an original equipment manufacturer (“OEM”) of electric vehicles (“EV”) for the commercial fleet market, from 2021 to 2024. In June 2023, Lordstown filed a petition under the federal bankruptcy laws; a reorganization plan was approved in March 2024. He led the operational turnaround of the company and the launch of its first vehicle, the Endurance all-electric full-size pickup truck. Lordstown was one of the few new light-duty EV OEMs to successfully develop, launch and deliver vehicles to customers. Mr. Hightower also served as CEO of the EV design and engineering joint venture between Lordstown and Foxconn, a Taiwanese electronics manufacturer. In addition, Mr. Hightower held senior engineering, marketing and business development roles at Ford Motor Company, BMW of North America and General Motors Company. Mr. Hightower also worked as a hands-on growth, strategy, operations and M&A consultant at AlixPartners, LLP. Mr. Hightower holds a B.S. degree in General Engineering from the University of Illinois Urbana-Champaign and an M.B.A. degree from the University of Michigan Ross School of Business. Mr. Hightower has been selected to serve on our board of directors based upon his extensive executive experience in the automotive industry, including product development, engineering, brand marketing and profitability improvement. Kevin Penn has been a Class I director of the Company since June 3, 2016, and has served as a Managing Director of American Securities LLC since 2009. Mr. Penn served as Chairman of the Board of Blue Bird Corporation from 2016 to August 2024 and is currently Chairman of the Board of Learning Care Group, NWN Carousel, Conair and SOLV Energy. Prior to joining American Securities, Mr. Penn founded and headed ACI Capital Co., LLC (in 1995). Previously, Mr. Penn was Executive Vice President and Chief Investment Officer for a family investment company, First Spring Corporation, where he managed private equity, direct investment, and public investment portfolios. Earlier in his career, Mr. Penn was a Principal with the private equity firm Adler & Shaykin, and was a founding member of the Leveraged Buyout Group at Morgan Stanley & Co. Mr. Penn holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School of Business and an M.B.A. degree from Harvard Business School with high distinction. Mr. Penn has been selected to serve on our board of directors based on his knowledge of Blue Bird Corporation and his experience as a board member of, and executive with, private equity firms that invest in other manufacturing companies. John F. Wyskiel was appointed by the Board as President and CEO on January 22, 2025, effective February 17, 2025, and was also elected a Class I Director, effective February 17, 2025. Mr. Wyskiel is an automotive industry veteran who has more than 35 years of experience in manufacturing leadership, operational excellence and global supply chain management. Mr. Wyskiel returned to Blue Bird after a 20-year career at Magna International, where he most recently served as President of Magna Seating, from January 2020 to January 2025. In this role, he was responsible for leading a $6 billion business with 33,000 employees across 60 manufacturing facilities in 15 countries. Before then, Mr. Wyskiel served as General Manager of Blue Bird Coach in Canada, one of the largest manufacturers of Type A and Type C school buses, from 2002 to 2004. Prior to that, he held various senior manufacturing, operations, engineering, product management and sales roles at Dana Corporation and Borg Warner, both global automotive component suppliers. Mr. Wyskiel holds a CET Accreditation from Mohawk College of Applied Arts & Technology in Hamilton, Ontario. He is a graduate of the University of Michigan Business School Executive Development Program and of the Global Leadership Executive Fundamentals Program at ISEAD Business School in Paris, France. Mr. Wyskiel has been selected to serve on our board of directors based on his extensive automotive manufacturing and school bus industry experience. Class II Directors Mark Blaufuss has been a Class II director of the Company since May 31, 2023. Mr. Blaufuss has been a Managing Director and founder of Green & White Advisory, a consulting firm specializing in mergers and acquisitions, as well as strategic and financial advisory services, since 2017. Mr. Blaufuss has also served as an Operating Executive with The Carlyle Group (“Carlyle,” a private equity firm), since February 2019. From September 2020 to December 2022, Mr. Blaufuss served as CFO of Victory Innovations, an early growth stage portfolio company of Carlyle. In 2022, the market collapsed for the company’s primary product, a sterilization device targeted for the Covid-19 pandemic, and the company voluntarily pursued an out of court proceeding under the insolvency statutes of the State of Delaware. This proceeding resulted in the complete liquidation of the company and satisfaction of all outstanding debt to the company’s only secured lender. From 2014 to 2017, Mr. Blaufuss served as CFO of Metaldyne Performance Group, Inc. Mr. Blaufuss also currently serves as a member of the Board of Directors and Audit Committee Chairman of The Jason Group (non-automotive seating and industrial brushes/polishing materials), Worldpac (automotive aftermarket parts distributor), Anchor Glass (manufacturer of glass containers), Highway Roop Precision Technologies (automotive parts manufacturer), Niles Industries (industrial roofing and coating) and Old World Industries (automotive fluids and components). Mr. Blaufuss holds a B.S. degree in Accounting from Michigan State University. Mr. Blaufuss has been selected to serve on our board of directors based on his background in finance and experience as a CFO and senior executive with operating companies and consulting and private equity firms. Julie A. Fream has been a Class II director of the Company since October 19, 2023. From 2013 to 2024, Ms. Fream was the President and CEO of the MEMA Original Equipment Suppliers, a North American trade association representing over 500 automotive suppliers based in Southfield, Michigan that advocates and advances vehicle suppliers’ business needs in North America. Prior to that position, Ms. Fream served in multiple roles with Visteon Corporation, an $8 billion international automotive component supplier, ultimately as Vice President of the North American Customer Group, Global Communications, and Corporate Strategy. Ms. Fream’s experience includes extensive experience with major corporations in the automotive industry, including General Motors Company, Ford Motor Company, and TRW, Inc. Ms. Fream currently serves on the Board of Directors of Corewell Health and is a member of the executive, compliance, compensation, governance and growth committees. She also serves on the board of directors of Shape Corporation, a privately held automotive supplier, and has previously served on the Board of Directors of Beaumont Health and the Board of Trustees of Michigan Technological University. Ms. Fream holds a B.S. degree in Chemical Engineering from Michigan Technological University and an M.B.A. degree from Harvard Business School. Ms. Fream has been selected to serve on our board of directors based upon her extensive experience in the automotive industry as an executive and a Board member, including work in manufacturing, engineering, program management, sales, marketing, strategy and communications.

  8. Directors and Executive Officers

    Simon J. Newman has been a Class II director of the Company since March 31, 2023. Mr. Newman has over 40 years’ manufacturing industry experience with extensive expertise in the field of precision engineered component manufacturing and executive strategy. In October 2025, Mr. Newman was appointed to the position of President and CEO of Webster Industries, a leading manufacturer of engineered class chains, sprockets, vibrating conveyors and related industrial components. Prior to this appointment, from February 2022 to October 2025, Mr. Newman served as Chairman and CEO of MW Components and Paragon Medical. MW Components is a leading provider of highly engineered springs, specialty fasteners, bellows, and other precision components with manufacturing facilities across the United States, and Paragon Medical is a global contract manufacturing organization (“CMO”), supplying implants and surgical devices to the medical industry. Prior to February 2022, Mr. Newman served as CEO of Form Technologies for 18 years. He began his career with the Dynacast organization, now a Form Technologies division, in 1979, progressively working through the company in all facets of operations leading to a long and prolific tenure as the Group Chief Executive. Mr. Newman became the CEO of MW Components in 2020, but moved into the role of Chairman in 2023. He is also a member of the Board of Directors of Velentium Holdings LLC and is on the Industrial Advisory Board of Frontenac. Mr. Newman holds a Bachelor of Science degree in Operations Management from California Coast University. Mr. Newman has been selected to serve on our board of directors based on his extensive executive experience in the manufacturing industry. Class III Directors Douglas Grimm has been a Class III director of the Company since April 1, 2017, and was elected Chairman of the Board in August 2024. Mr. Grimm is the owner and CEO of V-to-X, LLC, which is focused on advising and investing in the mobility sector, since April 2017. From December 2015 to April 2017, Mr. Grimm served as President and Chief Operating Officer of Metaldyne Performance Group, Inc. Mr. Grimm was previously (starting in August 2014) Co-President in connection with the merger of Grede Holdings LLC, HHI Group Holdings and Metaldyne LLC, three established automotive suppliers. Mr. Grimm has also served as Chairman, President and CEO of Grede Holdings LLC and its legacy business, Citation Corporation, since January 2008. Prior to co-founding Grede Holdings LLC, Mr. Grimm served as Vice President - Global Ford, Materials Management, Powertrain Electronics & Fuel Operations of Visteon Corporation, from 2006 to 2008. Prior to that time, Mr. Grimm spent five years at Metaldyne as a Vice President in various executive positions, including Commercial Operations, General Manager of Forging and Casting Operations, as well as having responsibility for global purchasing and quality. Before joining Metaldyne in 2001, Mr. Grimm was with Dana Corporation, and served in various executive positions including Vice President - Global Strategic Sourcing. Prior to that, Mr. Grimm spent 10 years at Chrysler Corporation in progressive management positions. Mr. Grimm serves as a director for each of Lucid Motors, Pangea Corporation, and Lumileds. Mr. Grimm previously served as Chairman of the Board of Electrical Components International, Inc. Mr. Grimm holds a B.A. degree in Economics and Management from Hiram College (OH), and an M.B.A. degree from the University of Detroit. Mr. Grimm has been selected to serve on our board of directors based on his extensive executive experience in the automotive industry. Dan Thau has been a Class III director of the Company since May 19, 2023. Mr. Thau currently serves as CFO of ACES, a leading provider of ABA therapy to individuals with autism spectrum disorder. He has been in that position since June 2024. Previously, Mr. Thau served as a Vice President of American Securities LLC, a private equity firm he joined in 2015. Prior to joining American Securities, Mr. Thau was employed by Goldman Sachs as an analyst in the Financial Institutions Group in New York and in the Israel Group in Tel Aviv. Mr. Thau holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School and an M.B.A. degree from Harvard Business School. Mr. Thau has been selected to serve on our board of directors based on his experience as a board member of, and executive with, private equity firms that invest in other manufacturing companies. Executive Officers Information on our current executive officers (other than Mr. Wyskiel) is provided below. Razvan Radulescu was appointed CFO of the Company effective October 1, 2021. Prior to this appointment, Mr. Radulescu was employed in various management positions by Daimler AG, since 2000. He has over 20 years of experience at Daimler AG in various roles of increasing responsibility in Finance and Controlling, as well as Procurement, including IT and Compliance. From 2020 until he joined the Company, Mr. Radulescu served as General Manager – Procurement and Global Lead Cab Interior/Exterior and Aftersales, for Daimler Trucks North America (“DTNA”), responsible for all production and aftersales purchases, as well as the Global Daimler Trucks Cab Interior/Exterior parts and aftersales. From 2017 to 2020, Mr. Radulescu served as CFO of the Global Powertrain Trucks Business Unit in Stuttgart, Germany. From 2013 to 2017, Mr. Radulescu served as Controller – Freightliner Trucks for DTNA. Mr. Radulescu holds a B.S. degree in Computer Science from the Academy of Economics Studies in Bucharest, Romania and an M.B.A. degree from Case Western Reserve University. Jeff Sanfrey was appointed in October 2025 as an “executive officer” of the Company (as defined in SEC regulations) in the role of Chief Operating Officer, which position he has held since February 2024. Mr. Sanfrey has responsibility over Manufacturing, Materials, Planning, Logistics, Quality, and Lean Transformation. Mr. Sanfrey joined Blue Bird in 2007, serving in various engineering and operations roles, most recently, prior to his current role, as Engineering and Operations Officer (starting in December 2022). Mr. Sanfrey is an industry veteran with over 30 years of experience within manufacturing, materials, quality and engineering. Prior to joining Blue Bird, Mr. Sanfrey held various management roles of increasing responsibility within operations at Visteon and Navistar. Mr. Sanfrey holds a Bachelor of Science degree in Chemical Engineering with Highest Honors from Ohio University, as well as a Master of Science degree in Industrial Administration from Purdue University. Ted Scartz was appointed Senior Vice President and General Counsel of the Company in May 2022. Mr. Scartz also serves as Corporate Secretary for the Company. Mr. Scartz has worked in the corporate legal community for over 30 years and has worked as in-house corporate counsel at multiple publicly-traded companies for over 18 years. He leads all aspects of Blue Bird’s legal function, including corporate governance, SEC reporting, and governmental relations, as well as commercial contracts and litigation.

  9. Directors and Executive Officers

    Prior to joining Blue Bird, Mr. Scartz was Vice President and Deputy General Counsel at The Aaron’s Company, Inc. He was employed by The Aaron’s Company, Inc. or its predecessor entity in various positions from 2013 to 2022, including as General Counsel to the Aaron’s Sales & Lease Division. From 2007 to 2013, Mr. Scartz was Division Lead Counsel for the Low & Medium Voltage Divisions of Siemens Industry, Inc. and other capacities as counsel for Siemens’s manufacturing operations in North America. Prior to moving to an in-house career, Mr. Scartz worked in the commercial litigation practice of prominent law firms in Atlanta, Georgia. Mr. Scartz holds a B.A. degree in Political Science from Wake Forest University and a J.D. degree from the University of Georgia.

  10. Compensation Committee

    | • | review, evaluation, and recommendation of changes, if appropriate, to the compensation of our directors. |

  11. OVERVIEW

    | • | Link pay to performance over both the short and long terms; |

  12. OVERVIEW

    | • | Align executive officers’ interests with those of Blue Bird and our Stockholders over the long term, generally through the use of equity as a significant component; |

  13. FISCAL 2025 SELECT BUSINESS RESULTS

    FISCAL 2025 SELECT BUSINESS RESULTS The Company generated strong performance in fiscal 2025, largely due to improving operations, navigating tariffs, and increasing sales of alternative-powered buses. Net Sales Net sales were $1,480.1 million for fiscal 2025, an increase of $132.9 million, or 9.9%, compared to $1,347.2 million for fiscal 2024. The increase in net sales is primarily due to an increase in Bus unit bookings, Bus customer and product mix changes and cumulative Bus price increases, including increases that were intended to mitigate the impact of increased procurement costs for certain of our imported inventory as a result of the imposition of tariffs during the second half of fiscal 2025, which were partially offset by a small decrease in Parts sales. Operating Profit Operating profit was $167.2 million for fiscal 2025, an increase of $27.8 million, or 20.0%, compared to $139.3 million for fiscal 2024. Net Income Net income was $127.7 million for fiscal 2025, a $22.2 million increase from the same period in the prior year. Adjusted EBITDA Adjusted EBITDA was $221.3 million, or 15.0% of net sales, for fiscal 2025, an increase of $38.4 million, or 21.0%, compared to $182.9 million, or 13.6% of net sales, for fiscal 2024. NOTABLE ASPECTS OF OUR FISCAL 2025 EXECUTIVE COMPENSATION PROGRAM Base Salaries The Compensation Committee of our Board made adjustments to annual base salaries for our NEOs to maintain market competitive pay. Management Incentive Plan Our annual cash incentive plan is comprised of Company performance metrics. For the financial component (70% of the annual incentive opportunity), the performance metric was Adjusted EBITDA. The Committee used an Adjusted EBITDA measure in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability. The Committee set the target at a level that it believed to be challenging and rigorous. Specifically, the Committee set the target for Adjusted EBITDA at a level essential equivalent to the previous record-setting year’s performance, in spite of notable headwinds that could have potentially had downward pressure on Adjusted EBITDA performance. For fiscal 2025, Adjusted EBITDA increased by 21.0% to $221.3 million. The increase in Adjusted EBITDA is primarily the result of the $22.2 million increase in net income and the corresponding $10.7 million increase in income tax expense. Based on these financial results, the Committee determined that Adjusted EBITDA was achieved at 200% of target, yielding a 200% payout level. For the individual component, which represented 30% of the total opportunity, the targets, achievement and payouts of the NEOs varied, but were generally earned at a rating consistent with the awards made by the Committee. Long-Term Incentives Equity grants for our NEOs in fiscal year 2025 consisted of performance-based restricted stock units and time-based restricted stock units (“RSUs”). Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Stockholder value. The Committee structures the long-term incentive opportunity to motivate executive officers, including our NEOs, to achieve multi-year strategic goals and deliver sustained long-term value to Stockholders, and to reward them for doing so.

  14. COMPENSATION PROGRAM GOVERNANCE

    | What We Do | | | | ✔ | Pay for Performance | The majority of total executive compensation opportunity is variable and at-risk. | | ✔ | Clawback | Incentive compensation is subject to clawback if we are required to restate our financials due to material non-compliance with a financial reporting requirement. | | ✔ | Stock Ownership Guidelines | We have adopted guidelines for executive officers to maintain meaningful levels of stock ownership. | | ✔ | Cap Bonus Payouts and Equity Grants | Our annual incentive plan and equity awards have upper limits on the amounts of cash and equity that may be earned. | | What We Don’t Do | | | | ✘ | No Repricing of Underwater Stock Options | Under our equity plan, we expressly prohibit repricing of stock options or exchanges of underwater stock options without Stockholder approval. | | ✘ | No Excessive Perks | We do not provide large perquisites to executive officers. | | ✘ | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups on change-in-control payments. | | ✘ | No Hedging or Pledging of Company Shares | We do not permit our executive officers and directors to pledge, margin or hedge their shares. |

  15. FISCAL 2025 COMPONENTS IN GENERAL

    FISCAL 2025 COMPONENTS IN GENERAL The Committee selected the components of compensation set forth in the chart below to achieve our executive compensation program objectives. The Committee regularly reviews all components of the program to verify that each executive officer’s total compensation is consistent with our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy. Taking into consideration the fiscal 2025 grants of equity to the CEO and other NEOs, the majority of each executive officer’s compensation is variable and at-risk. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Stockholder value. The Committee structured the fiscal 2025 long-term incentive opportunity with RSUs in order to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to Stockholders, and to reward them for doing so.

  16. FISCAL 2025 COMPONENTS IN GENERAL

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation. Determined based on each executive officer’s role, individual skills, experience, performance and external market value. | Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Cash Incentive Opportunities | Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals. Annual cash incentives are capped at a maximum of 200% of each NEO’s target opportunity (subject to Committee discretion to increase to include additional performance-based bonus payments). Performance against the corporate objectives must exceed a threshold level of | Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve our annual goals; payout levels are generally determined based on actual financial results. |

  17. FISCAL 2025 COMPONENTS IN GENERAL

    | Element | Description | Additional Detail | | | performance in order to earn any credit toward a payout with respect to that goal. | | | Long-Term Incentives: Annual Equity-Based Compensation | Variable equity-based compensation. RSUs: Restricted stock units that are time-based or performance-based. | Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to Stockholders, as well as to attract and retain executive officers. Links with Stockholder value creation; aligns with Stockholders. |

  18. MANAGEMENT INCENTIVE PLAN

    MANAGEMENT INCENTIVE PLAN The annual Management Incentive Plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Committee views as critical to the execution of our business strategy. For the NEOs, the amount of the payout, if any, under the annual incentive plan is based on achievement against a financial measure and individual performance.

  19. MANAGEMENT INCENTIVE PLAN

    | 1 | This reflects Mr. Horlock’s annual base salary at the me of his resignation from employment on February 16, 2025. |

  20. MANAGEMENT INCENTIVE PLAN

    Target Opportunities The Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. For fiscal 2025, the NEO target percentages were as follows:

  21. MANAGEMENT INCENTIVE PLAN

    | NEO | Target Cash Incentive Opportunity (as a % of Base Salary) | | John Wyskiel | 125% | | Razvan Radulescu | 100% | | Ted Scartz | 50% | | Philip Horlock | 150% |

  22. MANAGEMENT INCENTIVE PLAN

    Financial Measure The amount of the payout, if any, under the Company measure component of the Annual Incentive Plan is based on our achievement against Adjusted EBITDA. The Committee continued to use Adjusted EBITDA in fiscal 2025 in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability. It is a clear, objective and straight-forward financial metric. The Adjusted EBITDA metric also gives a clear line of sight into how achieving operating goals drives performance and generates rewards. The Committee believes that this non-GAAP measure is useful as an incentive compensation performance metric because it excludes various items that do not relate to or are not indicative of operating performance. Adjusted EBITDA is defined for executive compensation purposes as net income or loss prior to interest income; interest expense including the component of operating lease expense (which is presented as a single operating expense within cost of goods sold or selling, general and administrative expenses in our U.S. GAAP financial statements) that represents interest expense on lease liabilities; income taxes; and depreciation and amortization including the component of operating lease expense (which is presented as a single operating expense within cost of goods sold or selling, general and administrative expenses in our U.S. GAAP financial statements) that represents amortization charges on right-of-use lease assets; as adjusted for certain non-cash charges or credits that we may record on a recurring basis such as share-based compensation expense and unrealized gains or losses on certain derivative financial instruments as well as certain charges such as (i) transaction related costs or (ii) discrete expenses related to major cost cutting and/or operational transformation initiatives. For a reconciliation of net income to Adjusted EBITDA, see the section captioned “Consolidated Results of Operations for the fiscal years ended September 27, 2025 and September 28, 2024” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. The Non-GAAP measure Adjusted EBITDA should not be considered a substitute for net income or cash flows from continuing operations or other measures of profitability or liquidity determined in accordance with GAAP. Target, Threshold and Maximum Performance Levels The Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging and that considered the relevant risks and opportunities of the Company’s business. In particular, the Committee reviewed our fiscal 2025 annual operating budget that resulted from our detailed budgeting process and evaluated various factors that might affect whether the budget targets could be achieved. Due to the record performance of the prior year, as well as the uncertainty of the change in Presidential administrations following the 2024 election cycle, the Committee determined that achieving a same or similar Adjusted EBITDA for fiscal 2025 would reflect a strong financial performance for the Company. Considering these factors, the Committee set the fiscal 2025 target for Adjusted EBITDA at $180 million, equivalent to 98% of actual Adjusted EBITDA in fiscal 2024, and 163% of the original fiscal 2024 targeted Adjusted EBITDA. The Committee also set the threshold and maximum performance levels for Adjusted EBITDA. For fiscal 2025, the Committee set a threshold at what it believed to be a high level of performance equating to approximately 56% of the target for Adjusted EBITDA. The Committee set the maximum level of performance equating to approximately 122% of target for Adjusted EBITDA, a level that required exceptionally strong performance and represented a significant challenge. Payout Levels Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals at this critical time in our development, the Committee set the payout at 0% for achievement below the threshold level of performance. For performance between the threshold level and the target level, the payout increases in a straight-line manner (for the Adjusted EBITDA metric) from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level, the payout ranges from 100% of the target opportunity to 200% of the target opportunity, also with the payout for the financial metric increasing in a straight-line manner. Achievement above the maximum level is capped at the maximum Management Incentive Plan payout of 200% of target. Fiscal 2025 Achievement for Company Measure For fiscal 2025, the Company generated Adjusted EBITDA for executive compensation purposes of $221 million, which exceeded the maximum level of performance for the Adjusted EBITDA metric. The table below sets forth the fiscal 2025 Company Measure and the Company’s achievement against this goal in fiscal 2025.

  23. MANAGEMENT INCENTIVE PLAN

    | | Company Measure | | | | | Financial Performance Metric | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Result ($ in millions) | | Adjusted EBITDA | 100 | 180 | 220 | 221 | | Payout Percentage (as a % of target payout) | 0% | 100% | 200% | 200% |

  24. MANAGEMENT INCENTIVE PLAN

    Individual Measures The Committee also established individual measures under the Management Incentive Plan, which represent 30% of the annual incentive target opportunity. The individual measures for each of the NEOs were designed to align with the Company’s strategic and operating initiatives. NEOs are eligible to receive anywhere between 0% - 200% of target for this portion of the award, based on performance against individual goals. The Committee determined that each NEO’s individual performance merited additional compensation based upon the following, among other, performance accomplishments: John Wyskiel – Mr. Wyskiel achieved notable success in guiding the Company to record financial performance while managing a change in CEO leadership and navigating significant federal policy changes impacting the Company following the change in Presidential administrations. Razvan Radulescu – Mr. Radulescu’s leadership in managing the Company’s integration and absorption of various tariff implementations enabled the Company to maintain and achieve record financial performance, despite notable pricing uncertainty. Ted Scartz – Mr. Scartz provided significant value in maintaining positive governmental relations and support for existing programs and grants and bridging support across various and changing political landscapes on federal, state, and local levels. Payout Determination As described above, the Committee verifies achievement relative to the target for the financial measure and the individual measures to determine the respective performance levels. The Committee then adds the amounts for the two portions together, plus any other individualized adjustments based upon the CEO’s and/or the Committee’s overall assessment of the individual’s performance for the fiscal year, to determine the total fiscal 2025 Management Incentive Plan payout for each NEO. The Committee has ultimate authority to approve the final payouts, but it traditionally presents the determination of the annual incentive plan payout amounts to the Board for its review. The total payout under our Management Incentive Plan for each NEO for fiscal 2025 is reflected in the table below.

  25. MANAGEMENT INCENTIVE PLAN

    | NEO | Base Salary ($) | Target Incentive (%) | Target Incentive ($) | Company Measure Payout Percentage (%) | Individual Measure Payout Percentage (%) | Total Payout Amount ($) | | John Wyskiel | 850,000 | 125% | 1,062,500 | 200% | 123% | 1,306,875(1) | | Razvan Radulescu | 600,000 | 100% | 600,000 | 200% | 240% | 1,440,000 | | Ted Scartz | 437,000 | 50% | 218,500 | 200% | 270% | 598,100(2) | | Philip Horlock | 1,000,000 | 150% | 270,400 | 200% | 200% | 1,500,000(1) |

  26. MANAGEMENT INCENTIVE PLAN

    | (1) Pursuant to the terms of his offer letter, Mr. Wyskiel received a pro rata portion of the annual cash incentive commensurate with the time served as CEO. Pursuant to the terms of his departure, Mr. Horlock received a six-month pro rata portion of the annual cash incentive reflective of the time served as CEO during the fiscal year. |

  27. MANAGEMENT INCENTIVE PLAN

    | (2) In addition to a calculated MIP payout of 230% and pursuant to a special award for performance and recognition of market targets for his position, the Committee approved an additional cash bonus to Mr. Scartz of $30,000. |

  28. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES The third and largest component of the executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Stockholder value. The Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to Stockholders. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our Stockholders. Long-term equity incentives also promote retention, because generally executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making them Stockholders with a personal stake in the value they are intended to create. Target Opportunities As a first step, the Committee takes the individual NEO’s base salary and multiplies it by the individual’s target incentive percentage. For fiscal 2025, the target percentages were as follows:

  29. LONG-TERM INCENTIVES

    | NEO | Target Long-Term Incentive Opportunity (as a % of Base Salary) | | John Wyskiel | 250% | | Razvan Radulescu | 100% | | Ted Scartz | 50% | | Philip Horlock | 175% |

  30. LONG-TERM INCENTIVES

    The Committee then looks at what level of performance the Company achieved for the fiscal year under the fiscal 2025 Management Incentive Plan. For fiscal 2025, if the Company achieved the target level of performance, then the Committee applied a multiplier of 150% to the first-step dollar value of the long-term incentive equity opportunity (except for Mr. Wyskiel’s awards, as explained below). The Committee then takes this final dollar value and divides it by the grant price, which is equal to the grant date closing price. This total number of RSUs is then allocated, with one-third allocated to purely time-based RSUs that vest ratably over a three-year period, and two-thirds allocated to RSUs that are subject to a performance condition, namely whether the Company achieves the target level of Adjusted EBITDA for the year. Of the RSUs subject to the performance condition, for each fiscal year of the fiscal 2026-2028 performance period, one-third of such amount of RSUs is subject to the Company achieving the target level of Adjusted EBITDA for that fiscal year. If the Company achieves the target Adjusted EBITDA for the fiscal year, then the one-third of the performance-based RSUs (the portion allocated for that year) vests. If the Company does not achieve the target Adjusted EBITDA for the fiscal year, then the performance-based RSUs allocated to such year is forfeited. For Mr. Wyskiel’s awards, the RSUs were split one-half performance based and one-half time-based, consistent with his employment agreement. In future years, Mr. Wyskiel’s RSUs will be calculated in the same manner as other awards under the program unless otherwise determined by the Committee. Fiscal 2025 Grants

  31. LONG-TERM INCENTIVES

    | NEO | Target Value ($) | Performance- Based RSUs (#) | Time-Based RSUs (#) | | John Wyskiel | 1,301,854(1) | 18,791 | 18,791 | | Razvan Radulescu | 772,500 | 12,406 | 6,110 | | Ted Scartz | 315,000 | 5,059 | 2,492 |

  32. LONG-TERM INCENTIVES

    | (1) The Board appointed Mr. Wyskiel as CEO on February 17, 2025, part way through the fiscal year. As such, the target value was pro rata for the portion of the year served. |

  33. LONG-TERM INCENTIVES

    The Committee intends to make grants of long-term incentive awards annually and might also grant long-term incentive awards when an individual is promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities. From time to time, the Committee might make special awards to recognize major accomplishments, or selective awards in situations involving a leadership transition. The Committee might also make grants to newly hired executive officers.

  34. COMPENSATION IN CONNECTION WITH CEO TRANSITION

    | • | fiscal 2025 Management Incentive Plan opportunity of 125% (pro rata for the portion of the year served) |

  35. COMPENSATION IN CONNECTION WITH CEO TRANSITION

    | • | fiscal 2025 long-term equity incentive equity grant with a target value of 250% of base salary (pro rata for the portion of the year served) granted in the form of RSUs. Based upon the LTIP approved for Fiscal 2025, upon achievement of Annual Operating Plan (“AOP”) targets, his LTIP would pay at a value of 100% of target, 50% of which shall be time vested RSUs and 50% of which shall be performance based RSUs. |

  36. COMPENSATION IN CONNECTION WITH CEO TRANSITION

    | • | an RSU grant valued at $2.25 million vesting in three equal tranches on December 2, 2025, December 1, 2026, and November 30, 2027, subject to Mr. Wyskiel’s continued employment through each vesting date; and |

  37. COMPENSATION IN CONNECTION WITH CEO TRANSITION

    In the event the Company terminates Mr. Wyskiel’s employment without cause, he will receive severance compensation in the form of continued payment of his Base Salary for a period of 12 months following the termination date (the “Severance Period”), plus an amount equal to an additional annual MIP bonus at 100% of target, and reimbursement of the cost of continuing coverage of group health insurance under COBRA for a period up to 12 months; provided, however, that the Severance Period shall be extended to 24 months in the event his employment is terminated without cause within 6 months preceding or 12 months following a change in control. All compensation arrangements with Mr. Wyskiel are subject to any recoupment, clawback, or similar Company polices in effect from time to time, as well as any similar provisions of applicable law. Mr. Wyskiel is subject to confidentiality obligations and has agreed to non-solicitation and non-competition restrictive covenants for a period of 12 months following termination of employment. Upon notice of termination without cause any time prior to December 1, 2026, and not in the course of a change in control event, all RSUs of the first tranche and second tranche, described above, shall immediately vest upon such termination. Upon notice of termination without cause any time after December 1, 2026 but before November 30, 2027, and not in the course of a change in control event, all RSUs of the third tranche shall be forfeited. Former CEO Compensation To facilitate a smooth and effective CEO transition, and in recognition of his many years leading our Company as well as his service in returning to the CEO role on an interim basis, we made certain arrangements with Mr. Horlock, our outgoing CEO. His employment continued until close of business on February 16, 2025. Mr. Horlock did not receive severance pay associated with his transition from the CEO role. The Committee determined that, with respect to the fiscal 2025 Management Incentive Plan, Mr. Horlock was entitled to receive a payout based on the actual Company performance for the year, pro rata (50%) for the portion of the year during which he served. The amount was delivered at the same time as it was delivered to other continuing participants. In addition, outstanding grants of RSUs, both performance-based and time-based, vested, with performance-based RSUs vested at the target level.

  38. POST-EMPLOYMENT COMPENSATION

    POST-EMPLOYMENT COMPENSATION Qualified Retirement Plan We offer the Blue Bird Employee Retirement Savings Plan, a tax-qualified 401(k) defined contribution plan (the “Qualified Savings Plan”) covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax contributions to the Qualified Savings Plan and are eligible for matching company contributions. The Qualified Savings Plan also permits discretionary Company contributions. All contributions to the Qualified Savings Plan are subject to certain limitations under the Internal Revenue Code. Severance Arrangements We have written employment agreements with each of our continuing NEOs that include severance provisions which provide for the payment of severance pay and benefits in the event of an executive’s termination of employment by us without cause (other than in connection with a change in control of the Company or as a result of death, disability or normal retirement). In general, with respect to severance benefits, upon a termination without cause, an NEO retains vested benefits and will receive 12 months of base salary severance payable over the course of the following 12 months following termination and COBRA coverage. As a condition to receiving any severance pay or benefits, the NEO must execute a release of claims in favor of the Company, and is subject to non-solicitation, non-competition and confidentiality obligations. See “Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the severance provisions. Change In Control Arrangements The Committee believes that the long-term interests of Stockholders are best served by providing reasonable income protection for NEOs to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. The written employment agreements with each of our continuing NEOs provide certain financial benefits in the event of a change in control. These are “double trigger” arrangements – i.e., severance benefits under these arrangements are only triggered by a qualifying event that also results in the executive’s termination of employment under certain specified circumstances within six months prior or 12 months following the event, in which case the cash severance amount is 24 months of base salary. In addition, under the terms of our equity awards, if a change in control occurs and those awards are not assumed or continued by the successor or surviving corporation, the unvested portion of any outstanding awards will generally vest and become exercisable as applicable. In addition, participating NEOs are entitled to receive compensation under the CIC Plan described later in this document. See “Potential Payments upon a Termination or Change in Control,” below for further information. Health and Welfare Benefits We offer broad-based medical, dental, vision, life, and disability plans to all of our employees. Perquisites We do not generally provide our executive officers, including the NEOs, with perquisites or other personal benefits. We do not provide excise tax “gross-ups” to any of our executive officers (except in the instance described above related to Mr. Wyskiel’s hiring).

  39. FISCAL 2025 DIRECTOR COMPENSATION

    FISCAL 2025 DIRECTOR COMPENSATION The following table sets forth the compensation paid to each person who served as a director of the Company at any time during fiscal 2025. Our current CEO, Mr. Wyskiel, receives no additional compensation for his service as a director. Our directors do not receive stock option awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings, and therefore those categories are omitted in the table below.

  40. FISCAL 2025 DIRECTOR COMPENSATION

    | Fiscal 2025 Director Compensation Table | | | | | | Name | Fees earned or paid in cash | Stock Awards ($)(1) | All Other Compensation | Total ($) | | Mark Blaufuss | $105,000 | $134,980 | — | $239,980 | | Julie Fream | $99,375 | $134,980 | — | $234,355 | | Douglas Grimm, Chairman | $151,875 | $184,968 | — | $336,843 | | Edward T. Hightower(2) | $86,250 | $134,980 | — | $221,230 | | Philip Horlock(3) | — | — | — | — | | Simon J. Newman | $86,250 | $134,980 | — | $221,230 | | Kevin Penn | $99,375 | $134,980 | — | $234,355 | | Dan Thau | $86,250 | $134,980 | | $221,230 | | John F. Wyskiel | — | — | — | — |

  41. FISCAL 2025 DIRECTOR COMPENSATION

    | (1) The amounts in this column are the aggregate grant date fair values of each respective RSU award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”). Refer to Note 15, “Share-Based Compensation,” included in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on November 24, 2025, for the relevant assumptions used to determine the valuation of our equity awards. |

  42. FISCAL 2025 DIRECTOR COMPENSATION

    | (2) Mr. Hightower joined the Board on October 23, 2024. |

  43. FISCAL 2025 DIRECTOR COMPENSATION

    | (3) Mr. Horlock stepped down from the President and CEO position effective at the close of business on February 16, 2025. All of Mr. Horlock’s compensation is included in the Named Executive Officer Summary Compensation Table below, as he served as CEO for a portion of fiscal 2025. |

  44. FISCAL 2025 DIRECTOR COMPENSATION

    Each of our independent directors receives an annual award of RSUs, which awards are reflected in the Stock Awards column in the table above. Each RSU represents the contingent right to receive one (1) share of the Company’s Common Stock on the vesting schedule provided in the awards, currently twelve (12) months after the grant date. The settlement date for the RSUs awarded prior to implementation of the Director Stock Ownership Guidelines for fiscal 2025 was the earlier of the date when the director’s service terminates, or consummation of a change in control of the Company. Beginning in fiscal 2025, RSUs awarded for regular service on the board now settle on the vesting date. Effective in the second quarter of fiscal 2025, our directors, excluding the Chairman, receive a quarterly cash payment of $22,500 for service as a director ($90,000 annually). Committee chairs receive an additional annual $15,000 fee, except the Audit Committee Chair, who receives an additional annual $20,000 fee reflecting incremental responsibilities and workload. Effective in the second quarter of fiscal 2025, the Chairman of the Board receives a quarterly cash payment of $41,250 ($165,000 annually) reflecting his incremental responsibilities and workload. Also, for fiscal 2025, the Board increased the annual equity award of RSUs to $135,000 in value for each director, to be awarded on April 1 of each fiscal year and vesting on April 1 of the following fiscal year. On January 20, 2025, the Compensation Committee approved a special RSU award to Douglas Grimm as bonus compensation commensurate with his election as Chairman equal to 1,518 RSUs, valued at $49,988.

  45. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by or paid to our Named Executive Officers for fiscal year 2025, fiscal year 2024 and fiscal year 2023:

  46. Summary Compensation Table

    | Name and Principle position | Fiscal year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | John Wyskiel, Director, President and Chief Executive Officer(4) | 2025 | 524,712 | 250,000 | 1,176,374 | — | 1,306,875 | — | 174,303 | 3,432,264 | | Philip Horlock, Former President and Chief Executive Officer(5) | 2025 | 420,513 | — | 4,588,447 | — | 1,500,000 | — | 58,655 | 6,567,615 | | | 2024 | 1,000,000 | 1,501,500 | 583,350 | — | 1,500,000 | — | 198,935 | 4,783,785 | | | 2023 | 378,846 | — | 1,991,991 | — | 1,500,000 | — | 585,324 | 4,456,161 | | Razvan Radulescu, Chief Financial Officer(6) | 2025 | 574,821 | — | 686,745 | 139,961 | 1,440,000 | — | 13,125 | 2,854,652 | | | 2024 | 511,250 | 86,250 | 525,106 | 128,226 | 572,063 | — | 240,207 | 2,063,102 | | | 2023 | 479,375 | — | 1,293,513 | 69,547 | 740,813 | — | 15,383 | 2,598,631 | | Ted Scartz, SVP and General Counsel | 2025 | 428,758 | 30,000 | 242,508 | 118,186 | 568,100 | — | 11,462 | 1,399,014 | | | 2024 | 357,875 | 1,500 | 164,644 | 69,430 | 313,320 | — | 75,686 | 982,455 | | | 2023 | 309,125 | — | 795,007 | 37,601 | 384,640 | — | 73,858 | 1,600,231 |

  47. Summary Compensation Table

    | (1) In July 2023, the Company determined to reinstate payments to salaried employees who had received a temporary salary reduction for the second half of calendar year 2022. Those payments for Messrs. Radulescu and Scartz are reflected in the regular Salary column of the Summary Compensation Table. |

  48. Summary Compensation Table

    | (2) The Named Executive Officers have been awarded RSUs and stock option awards under the 2015 Omnibus Equity Incentive Plan. The amounts in these columns are the aggregate grant date fair values of each respective award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”). Refer to Note 15, “Share-Based Compensation,” included in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on November 25, 2025, for the relevant assumptions used to determine the valuation of our equity awards. For fiscal 2023, 2024, and 2025, annual LTIP stock awards vest on the December anniversaries of the award date over a three year period (for years in which an executive started in the middle of the year, that executive’s awards will be accelerated to begin vesting in the December following commencement of employment rather than on an anniversary of the award), a) certain of the stock and option awards vest in three annual tranches based strictly upon the passage of time with no performance targets required to be achieved each year, and b) certain of the stock and option awards vest in three annual tranches and are contingent upon the achievement of the performance targets set annually under the MIP (subject to a maximum forfeiture of 50%), as described above under “Annual Management Incentive Plan (“MIP”)”. Some of the executive stock awards reflect sign-on awards and have vesting schedules over a period of years but may have different vesting months based upon when the award was made. The 2023 2x salary retention award, which was received by Messrs. Horlock, Radulescu, and Scartz, vested in July 2025 for Messrs. Radulescu and Scartz, and was part of the accelerated equity vesting the Committee awarded to Mr. Horlock upon his retirement from employment with the Company in February 2025. |

  49. Summary Compensation Table

    | (3) Amounts included in the “Non-equity incentive plan compensation” column relate to the MIP cash bonus. Amounts shown in the table, if any, are typically paid in the first quarter of the subsequent fiscal year based on the prior fiscal year’s performance. See “Annual Management Incentive Plan (“MIP”)” for a description of this plan. For fiscal 2023, 50% of the MIP award at 100% of target was paid in July 2023 based upon the Company’s year to date performance at that time, with the balance paid in December 2023 based upon the final Company performance. Because he re-joined the Company as CEO mid-fiscal year, the Board established a target MIP payout for Mr. Horlock for fiscal 2023 prorated for six months’ service. |

  50. Summary Compensation Table

    | (4) Mr. Wyskiel joined the Company as President and CEO effective February 17, 2025. |

  51. Summary Compensation Table

    | (5) In December 2021, Mr. Horlock entered into a consulting agreement with the Company for one year for a total of $800,000; one half was paid in fiscal 2022, and the other half was paid in fiscal 2023. While he was a non-employee Director and party to the Consulting Agreement, Mr. Horlock did not receive any cash compensation for service on the Board. Mr. Horlock remained on the Board as a Director and was reappointed CEO in May 2023. Mr. Horlock stepped down from the President and CEO position on February 16, 2025. Compensation paid to Mr. Horlock solely in his role as a non-employee Director is included in this table under “All other compensation.” |

  52. Summary Compensation Table

    | (6) Mr. Radulescu’s Non-equity incentive plan compensation payout for fiscal 2023 was calculated according to his prior MIP percentages (75% of salary upon achievement of 100% target). |

  53. Summary Compensation Table

    “Bonus” and “All other compensation” is comprised of the following for each of the Named Executive Officers:

  54. Summary Compensation Table

    | • | For Mr. Wyskiel: $1,651 (2025) for premiums for disability and life insurance paid by us for Mr. Wyskiel’s benefit; $100,000 (2025) for relocation and corporate housing expenses; $62,152 (2025) as travel allowances; and $10,500 (2025) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Wyskiel to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Wyskiel to that plan; and $250,000 (2025) as a signing bonus for his employment contract executed in February 2025. |

  55. Summary Compensation Table

    | • | For Mr. Horlock:$52,500 (2025) as payment for service as a non-employee director following his retirement as President & CEO; $400,000 (2023) pursuant to the consulting agreement described in more detail below; $255 (2025), $2,027 (2024), and $115 (2023) for premiums for disability and life insurance paid by us for Mr. Horlock’s benefit; $180,000 (2024), and $60,000 (2023) as travel allowances; $125,209 (2023) for corporate housing and/or relocation expenses; $5,900 (2025), $16,908 (2024) and $7,375 (2023) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Horlock to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Horlock to that plan; and (2024) $1,500,000 as a signing bonus for his employment contract executed in January 2024, plus $1,500 as a Company-wide holiday bonus in December 2023. |

  56. Summary Compensation Table

    | • | For Mr. Radulescu: $2,625(2025), $6,909 (2024) and $5,233 (2023) for premiums for disability and life insurance paid by us for Mr. Radulescu’s benefit; $222,948 (2024) and $250 (2023) for relocation and corporate housing and expenses; $10,500 (2025), $10,350 (2024) and $9,900 (2023) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Radulescu to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Radulescu to that plan; and (2024) $84,750 as a signing bonus for his employment contract executed in January 2024, plus $1,500 as a Company-wide holiday bonus in December 2023. |

  57. Summary Compensation Table

    | • | For Mr. Scartz: $30,000 (2025) as an additional merit bonus due to performance; $2,625 (2025), $8,278 (2024) and $3,772 (2023) for premiums for disability and life insurance paid by us for Mr. Scartz’s benefit; $56,673 (2024) and $63,186 (2023) for relocation and corporate housing expenses; $8,837 (2025), $10,736 (2024) and $6,900 (2023) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Scartz to match a pre-tax deferral contribution made by Mr. Scartz to that plan; and (2024) $1,500 as a Company-wide holiday bonus in December 2023. |

  58. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Based upon the existing contractual agreements with our Named Executive Officers described above, and subject to their respective restrictive covenants’ obligations, certain of our Named Executive Officers are entitled to certain payments in the event of termination of employment without cause, and in the event of a change in control, as described above under “Executive Employment Agreements and Other Arrangements with Named Executive Officers” and “Change in Control Plan.” Below are the estimated payment amounts to which each Named Executive Officer would have been entitled, assuming a triggering event occurred on the last business day of our last completed fiscal year, which last business day was September 26, 2025. John Wyskiel. If Mr. Wyskiel’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $850,000; COBRA reimbursement - $18,672 at $1,556 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2025 - $2,125,000; and accelerated vesting of the first two tranches of sign-on equity awards - $2,509,351 (consisting of 43,302 RSUs). Under his employment agreement and the CIC Plan, Mr. Wyskiel would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $1,700,000 (if terminated without cause); MIP-based payment range (based on target of 125% of base salary) - $2,125,000 up to a maximum of $4,250,000; and accelerated vesting of all unvested shares - $5,941,903 (consisting of 102,535 RSUs). Philip Horlock. Because Mr. Horlock was no longer an employee on September 26, 2025, he would not have been entitled to any compensation upon termination or a change in control on that date. Razvan Radulescu. If Mr. Radulescu’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $600,000; COBRA reimbursement - $26,652 at $2,221 per month for 12 months (estimated); and earned bonus under the MIP for fiscal 2025 - $1,200,000. Under his employment agreement and the CIC Plan, Mr. Radulescu would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $600,000 (if terminated without cause); MIP-based payment range (based on target of 100% of base salary) - $600,000 up to a maximum of $1,200,000; and accelerated vesting of all unvested shares - $2,683,486 (consisting of 40,794 RSUs and 7,006 options). Ted Scartz. If Mr. Scartz’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $437,000; COBRA reimbursement - $9,432 at $786 per month for 12 months (estimated); and earned bonus under the MIP for fiscal 2025 - $437,000. Under his employment agreement and the CIC Plan, Mr. Scartz would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $437,000 (if terminated without cause); MIP-based payment range (based on target of 50% of base salary) - $218,500 up to a maximum of $437,000; and accelerated vesting of all unvested shares - $1,132,008 (consisting of 14,879 RSUs and 5,916 options).

  59. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made to a Named Executive Officer in the fiscal year ended September 27, 2025, under any plan.

  60. Grants of Plan-Based Awards Table

    | GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025 | | | | | | | | | | | | | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | | | Thres-hold ($) | Target ($) | Maxi-mum ($) | Thres-hold (#) | Target (#) | Maxi-mum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | John Wyskiel | | | | | | | | | | | | | MIP | | | | | | | | | | | | | Options | | | | | | | | | | | | | RSUs | | | | | | 6,263(1) | | — | | | 216,950 | | | | | | | | — | | 6,263(1) | | | 216,950 | | | | | | | | — | | 21,434(1) | | | 742,474 | | Philip Horlock | | | | | | | | | | | | | MIP | | 750,000 | 1,500,000 | 3,000,000 | | | | | | | | | Options | | | | | | | | | | | | | RSUs | | | | | | — | | 13,516(2)(7) | | | 514,554 | | | | | | | | — | | 13,516(2)(7) | | | 514,554 | | | | | | | | — | | 14,052(3)(7) | | | 534,960 | | | | | | | | — | | 6,921(3)(7) | | | 263,483 | | | | | | | | — | | 68,976(4) | | | 2,625,916 | | | | | | | | — | | 4,099(6) | | | 134,980 | | Razvan Radulescu | | | | | | | | | | | | | MIP | | 257,500 | 515,000 | 1,030,000 | | | | | | | | | Options | | | | | | 3,503(5) | | | — | 12.35 | 117,530 | | | | | | | | — | | | 3,503(5) | 12.35 | 22,431 | | RSUs | | | | | | 3,416(5) | | — | | | 143,984 | | | | | | | | — | | 3416(5) | | | 42,188 | | | | | | | | 3,862(2) | | — | | | 159,694 | | | | | | | | — | | 3,862(2) | | | 83,342 | | | | | | | | 4,136(3) | | — | | | 172,553 | | | | | | | | — | | 2,037(3) | | | 84,984 | | Ted Scartz | | | | | | | | | | | | | MIP | | 90,125 | 180,250 | 360,500 | | | | | | | | | Options | | | | | | 2,958(5) | | | — | 12.35 | 99,245 | | | | | | | | — | | | 2,958(5) | 12.35 | 18,941 | | RSUs | | | | | | 962(5) | | — | | | 40,548 | | | | | | | | — | | 961(5) | | | 11,868 | | | | | | | | 1,351(2) | | — | | | 55,864 | | | | | | | | — | | 1,352(2) | | | 29,176 | | | | | | | | 1,687(3) | | — | | | 70,383 | | | | | | | | — | | 831(3) | | | 34,669 |

  61. Grants of Plan-Based Awards Table

    | (1) All awards were granted on February 18, 2025. |

  62. Grants of Plan-Based Awards Table

    | (2) All awards were granted on December 7, 2024. |

  63. Grants of Plan-Based Awards Table

    | (3) All awards were granted on December 3, 2024. |

  64. Grants of Plan-Based Awards Table

    | (4) All awards were granted on January 28, 2025 in connection with the acceleration of vesting of all of Mr. Horlock’s issued stock awards to coincide with his retirement as President & CEO at the end of February 2025. |

  65. Grants of Plan-Based Awards Table

    | (5) All awards were granted on December 12, 2024. |

  66. Grants of Plan-Based Awards Table

    | (6) All awards represent Director restricted stock units that were granted on April 1, 2025. The vesting of these awards was accelerated to coincide with Mr. Horlock’s resignation from the Board of Directors on December 24, 2025. |

  67. Grants of Plan-Based Awards Table

    | (7) The vesting of these awards was accelerated to coincide with Mr. Horlock’s retirement as President & CEO at the end of February 2025. |

  68. Grants of Plan-Based Awards Table

    “Threshold” refers to minimum amount payable for a certain level of performance under plan; “target” refers to amount payable if the specified performance target(s) are reached at 100%; “maximum” refers to maximum payout possible under plan.

  69. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table provides certain information concerning the outstanding equity awards for each Named Executive Officer as of the fiscal year ended September 27, 2025.

  70. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | John Wyskiel | | | | | | | | 102,535(1) | 5,941,903 | | Philip Horlock | | | | | | | | | | | Razvan Radulescu | | | 7,006(2) | 12.35 | 12/12/3032 | | | 6,832(2) | 395,914 | | | | | | | | | | 15,446(3) | 895,096 | | | | | | | | | | 18,516(1) | 1,073,002 | | Ted Scartz | | | 5,916(2) | 12.35 | 12/12/3032 | | | 1,923(2) | 111,438 | | | | | | | | | | 5,405(3) | 313,220 | | | | | | | | | | 7,551(1) | 437,580 |

  71. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (1) The original awards vest over a three-year period, on December 2, 2025, December 1, 2026 and November 30 2027, assuming annual performance criteria have been met, in whole or in part. |

  72. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (2) The original awards vest over a three-year period, on December 12, 2023, 2024 and 2025, assuming annual performance criteria have been met, in whole or in part. |

  73. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (3) The original awards vest over a three-year period, on December 7, 2024, December 6, 2025 and December 5, 2026, assuming annual performance criteria have been met, in whole or in part. |

  74. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information concerning each exercise of stock options, SARs and similar instruments, and each vesting of stock, including restricted stock, restricted stock units and similar instruments, during the fiscal year ended September 27, 2025, for each of the Named Executive Officers on an aggregated basis:

  75. Option Exercises and Stock Vested Table

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | John Wyskiel | | | | | | Philip Horlock | 37,024 | 815,272 | | | | | 84,684 | 3,354,721 | 195,845 | 6,881,993 | | Razvan Radulescu | 9,171 | 262,320 | 7,724 | 309,423 | | | 2,165 | 39,230 | 4,221 | 174,538 | | | | | 6,832 | 287,969 | | | | | 39,432 | 1,742,894 | | | | | 8,438 | 383,507 | | Ted Scartz | 8,877 | 380,557 | 2,704 | 108,322 | | | | | 32,316 | 1,428,367 |

  76. CEO Pay Ratio

    CEO Pay Ratio Consistent with the rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our employees to that of the combined compensation of Philip Horlock and John Wyskiel, who each served as our CEO during fiscal 2025, non-concurrently. The median fiscal year 2025 (ended September 27, 2025) annual total compensation of all employees of the Company (other than our CEO) was $74,230, and the fiscal year 2025 annual total compensation (combined) of our non-concurrent CEOs was $9,999,879. Based on this information, for fiscal 2025, the ratio of the annual total compensation of our non-concurrent CEOs to the median annual total compensation of all employees was 135:1. We identified our median employee based on the fiscal 2025 total gross earnings for all employees, excluding our CEO, who were employed by us on September 27, 2025. We included full-time and part-time employees and annualized earnings for those employees who joined us throughout the year. We believe the use of total gross earnings is a consistently applied compensation measure in that it captures all the components of earnings for all our employees. After identifying the median employee based on total gross earnings, we calculated the annual total compensation for our median employee using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table included in “Executive Compensation — Summary Compensation Table.” The higher CEO Pay ratio reflected in this year’s calculation reflects the unusual circumstances of a retiring President and CEO, whose longtime service to the Company was rewarded with the acceleration of unvested equity, and the recruitment of a highly qualified outside candidate to assume the role of President and CEO, requiring significant sign-on benefits to attract such a candidate. The Company believes that the pay ratio set forth above is a reasonable estimate that has been calculated in a manner consistent with the SEC’s rules. The SEC allows for multiple approaches and permits companies to rely on a number of assumptions in calculating its pay ratio. Therefore, our method of calculating pay ratio will differ from that used by other companies and investors should not consider pay ratio in isolation or as a substitute for analysis of the Company’s executive compensation programs. Further, our Compensation Committee does not consider pay ratio in its development of the Company’s executive compensation programs and does not use it in its determination of our CEO’s compensation.

  77. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, the following information identifies the relationship between executive compensation actually paid, including Principal Executive Officers (“PEOs”), in our case the CEOs, and other non-PEO Named Executive Officers (“NEOs”), and the Company’s financial performance for the past five fiscal years ended September 27, 2025. In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our Named Executive Officers, other than our PEO (“Non-PEO NEOs”), and Company performance for the fiscal years listed below.

  78. Pay Versus Performance Disclosure

    | | Pay Versus Performance | | | | | Value of Initial Fixed $100 Investment | | | | | | Year | Summary Compensation Table Total for PEO - Horlock(1) | Compensation Actually Paid to PEO – Horlock(1),(2),(3) | Summary Compensation Table Total for PEO – Wyskiel (2025) & Stevenson (2022 – 2023)(1) | Compensation Actually Paid to PEO - Wyskiel (2025) & Stevenson (2022 – 2023)(1),(2),(3) | Average Summary Compensation Table Total for Non- PEOs(1) | Average Compensation Actually Paid to Non- PEOs(1),(2),(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income (Loss) (000s) | Adjusted EBITDA (000s)(5) | | 2025 | 6,567,615 | 5,624,765 | 3,432,264 | 4,223,872 | 2,126,833 | 2,346,843 | 481 | 223 | 127,720 | 221,336 | | 2024 | 4,783,785 | 7,647,349 | — | — | 1,381,330 | 2,385,004 | 402 | 154 | 105,547 | 182,909 | | 2023 | 4,456,161 | 4,139,913 | 455,711 | 330,461 | 2,095,871 | 2,168,706 | 177 | 128 | 23,812 | 87,927 | | 2022 | 656,020 | 292,271 | 843,122 | 845,522 | 468,660 | 448,423 | 69 | 96 | (45,759) | (14,746) | | 2021 | 5,424,963 | 4,269,320 | — | — | 704,281 | 624,424 | 177 | 147 | (289) | 35,217 |

  79. Pay Versus Performance Disclosure

    | (1) Philip Horlock was our PEO from February 2015 until he retired October 2021, then he was a Senior Advisor and consultant until January 2023. He then was reappointed PEO May 2023 through February 2025. Matthew Stevenson was our PEO from November 2021 until May 2023. John Wyskiel is our current PEO, who became our PEO in February 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  80. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023-2024 | 2025 | | Tom Roberts | Razvan Radulescu | Britton Smith | Razvan Radulescu | | Trey Jenkins | Ted Scartz | Razvan Radulescu | Ted Scartz | | Paul Yousif | Paul Yousif | Ted Scartz | |

  81. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  82. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table. |

  83. Pay Versus Performance Disclosure

    | PEO | 2025 | | | | Horlock | Wyskiel | | Summary compensation table (SCT) total for CEO | 6,567,615 | 3,432,264 | | - amounts reported in the Summary Compensation Table representing equity award amounts that were based on grant date fair values | (4,588,447) | (1,176,374) | | + year-end fair value of equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 237,537 | 1,967,982 | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the end of the covered fiscal year) granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year | — | — | | + fair value as of the vesting date for equity awards that were granted and vested in the covered fiscal year | 4,453,467 | — | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the vesting date) granted in prior fiscal years that vest in the covered fiscal year | (1,045,407) | — | | - fair value as of the end of the prior fiscal year for equity awards that were granted in prior years that forfeited during the covered fiscal year | — | — | | Compensation Actually Paid to CEO | 5,624,765 | 4,223,872 |

  84. Pay Versus Performance Disclosure

    | Non PEO NEOs | 2025 | | | Avg. Other NEOs | | Summary compensation table (SCT) total for other NEOs | 2,126,833 | | - amounts reported in the Summary Compensation Table representing equity award amounts that were based on grant date fair values | (593,700) | | + year-end fair value of equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 1,123,514 | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the end of the covered fiscal year) granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year | — | | + fair value as of the vesting date for equity awards that were granted and vested in the covered fiscal year | — | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the vesting date) granted in prior fiscal years that vest in the covered fiscal year | (309,804) | | - fair value as of the end of the prior fiscal year for equity awards that were granted in prior years that forfeited during the covered fiscal year | — | | Compensation Actually Paid to Non-PEO NEOs | 2,346,843 |

  85. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes a custom peer group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended September 27, 2025: Astec Industries Inc., Commercial Vehicle Group Inc., Douglas Dynamics, Inc., Federal Signal Corp., NFI Group Inc., Rev Group Inc., Thor Industries Inc. and Wabash National Corp. The comparison assumes $100 was invested for the period starting October 3, 2020, through the end of the listed year for the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  86. Pay Versus Performance Disclosure

    | (5) As discussed under “Compensation Discussion and Analysis — Management Incentive Plan” above, adjusted EBITDA is one of the corporate financial goals used to determine the Management Incentive Plan payout, and was determined to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal 2025. |